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Three years after the Battle of Geonosis, the galaxy is in a state of civil war. During a space battle over Coruscant, Jedi Knights Obi-Wan Kenobi and Anakin Skywalker lead a mission to rescue the kidnapped Supreme Chancellor Palpatine from the cyborg Separatist commander, General Grievous. After infiltrating Grievous’s flagship, the Jedi battle Count Dooku, whom Anakin eventually executes at Palpatine’s urging. Grievous escapes the battle-torn cruiser, in which the Jedi crash-land on Coruscant. There, Anakin reunites with his wife, Padmé Amidala, who reveals that she is pregnant. While initially excited, Anakin begins to have prophetic visions of Padmé dying in childbirth, and his worry steadily grows.

Palpatine appoints Anakin to the Jedi Council as his representative, but the Council declines to grant Anakin the rank of Jedi Master and orders him to spy on Palpatine, causing Anakin’s faith in the Jedi to diminish significantly. Palpatine tempts Anakin with secret knowledge of the dark side of the Force, including the “power to save his loved ones from dying”. Meanwhile, Obi-Wan travels to Utapau, where he finds and kills Grievous, and Yoda travels to Kashyyyk to defend the planet from invasion. Palpatine eventually reveals that he is the Sith Lord, Darth Sidious, saying that only he has the knowledge to save Padmé from dying. Anakin reports Palpatine’s treachery to Mace Windu, who confronts and subdues Palpatine, severely disfiguring him in the process. Fearing that he will lose Padmé, Anakin intervenes on Palpatine’s behalf and severs Windu’s hand, allowing Palpatine to throw him out of a window to his death. Anakin pledges himself to Palpatine, who dubs him Darth Vader. Palpatine issues Order 66 for the clone troopers to kill the remaining Jedi, and dispatches Vader along with a band of clones to kill everyone in the Jedi Temple. Vader then massacres the remaining Separatist leaders hiding on the volcanic planet Mustafar, while Palpatine addresses the Galactic Senate, transforming the Republic into the Galactic Empire and declaring himself Emperor. Having survived the chaos, Obi-Wan and Yoda return to Coruscant and learn of Anakin’s betrayal.

Unable to convince Padmé about Anakin’s turn to the dark side, Obi-Wan stows aboard Padmé’s ship when she travels to Mustafar, and implores Vader to abandon the dark side. He refuses, and upon witnessing Obi-Wan present, Vader chokes Padmé into unconsciousness in a fit of rage. Obi-Wan duels and defeats Vader, severing both of his legs and his remaining organic arm, and leaves him at the bank of a lava river where he is horribly burned. On Coruscant, Yoda battles Palpatine until their duel reaches a stalemate. Yoda then flees with Bail Organa while Palpatine, sensing that his apprentice is in danger, travels to Mustafar.

On the asteroid Polis Massa, Obi-Wan regroups with Yoda, and Padmé gives birth to a twin son and daughter, whom she names Luke and Leia before dying shortly after. On Mustafar, Palpatine finds a horribly burnt Vader still alive. After returning to Coruscant, Vader’s mutilated body is treated and covered in a black armored suit. Palpatine explains to Vader that he killed Padmé in his rage, devastating him. Meanwhile, Obi-Wan and Yoda conceal the twins from the Sith, as they are the galaxy’s only hope for freedom. Yoda exiles himself to the planet Dagobah, while Vader and the Emperor oversee the construction of the Death Star. Bail Organa adopts Leia and takes her to Alderaan, while Obi-Wan delivers Luke to his step-family, Owen and Beru Lars on Tatooine, where Obi-Wan intends to watch over Luke until the time is right to challenge the Empire.